Everyone likes a good villain, and Maleficent, from the 1959 animated film Sleeping Beauty, is perhaps Walt Disney’s most iconic. Feared and reviled in equal measure, the self-declared Mistress of All Evil is finally having her side of the story told in the live-action film directed by Robert Stromberg and starring Angelina Jolie in the title role.

Before she began covering herself head-to-toe in black, Maleficent was a winged fairy living in an idyllic natural world. Her peace was shattered when an invading army of humans threatened her home. Rising to the land’s defense cost Maleficent both her powerful wings and her happiness. Afterward, corrupted by the desire for revenge, she places the well-known curse on Princess Aurora (played as a toddler by Vivienne Jolie-Pitt, and as a young woman by Elle Fanning). While biding her time until the curse takes effect on Aurora’s 16th birthday, Maleficent begins to suspect that the young woman may be capable of bringing peace to the kingdom.

Cinematographer Dean Semler ASC, ACS accompanied Stromberg for the director’s first feature. Asked if he particularly enjoys working with first-time directors, Semler responds, “I just enjoy working! It is always the director’s film and I love being able to offer as many ideas as I can. Perhaps that occurs more often with first-time directors, but it’s their vision that is up on the screen. The director is the one and only captain of the ship; cinematographers just man the oars to keep smooth sailing.”

Semler found Stromberg meticulously prepared for the complexities of combining the live-action photography with extensive visual effects, the latter of which were supervised by Carey Villegas. “The moment I walked into Rob’s ‘War Room,’ there was the whole movie covering the office walls in 36-by-18-inch prints of conceptual drawings and storyboards,” he recalls. “I was thrilled — the clarity of Rob’s vision made it easy for everyone, especially me!

“The depiction of light was exciting,” Semler continues, “the way the huge castle windows were single-light sources, how the walls receded into moody shadows, the importance of fire and candlelight, how the exterior sets could be brought to life with backlight. When I timed the film many months later with Yvan Lucas at EFilm, those images on the office wall were alive on the screen.”

Semler reports that Stromberg’s previous experience in visual effects and production design was particularly advantageous. “He was still directing actors, of course, but he could also clearly see way beyond what was on the video monitor. He’d frequently say things like, ‘Don’t worry about that cherry picker or those lights in shot. When we take them out later you’ll see a beautiful waterfall with fairies skimming across the water.’”

After conducting comparison tests between the Arri Alexa, Panavision Genesis and Sony F65, the filmmakers decided the Alexa best suited Maleficent’s extensive visual-effects requirements. Any misgivings Semler may have felt about abandoning the Genesis — his camera of choice since Click (2006) — quickly dissipated. “I believe that images from the Genesis still look the closest to film, but only by a tiny degree,” he says. “I loved using the Alexa; it’s a great camera. I was able to slightly shift the color temperature in-camera, usually by 100 to 200 degrees — a simple and subtle but incredibly effective tool that I used a lot.”

Maleficent’s main unit carried three Alexa Pluses, rented from Panavision London. (Semler liaised with Panavision’s Hugh Whittaker, whom he describes as “a tremendous support throughout the whole movie.”) To negotiate the enormous sets, the A camera spent most of its time on a Libra head on a 50' Technocrane, while the B camera was often on a dolly. The cameras were rated at their native 800 ASA, and Semler shot both interior and exterior scenes between T2.8 and T4, using NDs as necessary.

For on-set monitoring, Semler used EFilm’s ColorStream system, as he has on every digitally acquired film he’s shot since Apocalypto (AC Jan. ’07). “I didn’t want to be endlessly fiddling around with LUTs on the set,” he explains. “I know cinematographers who do many LUTs for a variety of purposes — day, night, day-for-night and so on — but I prefer to have parameters that remain the same throughout shooting and into post. It’s the same theory as when I used to shoot film back in [Australia] and always had my printer lights set at 25 across the board.”

The ColorStream process tone-mapped the Alexas’ ArriRaw output into DCI P3 color space, and then a second LUT emulated that look as closely as possible in Rec 709 for monitoring. The workflow, which is part of the services of EFilm and Company 3’s combined EC3 near-set offering, also included additional fine-tuning for specific monitor characteristics. Semler semi-regularly viewed dailies on an iPad after making an initial visit to Company 3’s dailies facility in London, and he also checked in with the EC3 near-set dailies station, but he reports that he was ultimately confident with what he saw on the monitors on set.

The ArriRaw signal was recorded onto Codex drives sent to the EC3 near-set dailies setup, and the files were then archived along with the metadata to a SAN and sent to Disney for upload. Editorial received DNxHD versions via upload to a secure, cloud-based network. The visual-effects vendors deBayered the ArriRaw, adding the required visual effects and performing a layer of color work. DPX files and metadata then went to EFilm in Hollywood, where Lucas worked with Semler to time the DPX files in the company’s Lustre-based, proprietary color corrector.

In front of the Alexas, Semler opted to work with spherical Panavision Primos, his favored lenses for many years. “Same, same, same,” he quips. “My lens kit doesn’t change from film to film. There is a set of primes starting at 14.5mm, going through to the 150mm. I also tend to use [Primo] zooms quite a lot. The hero lens on A camera was the 17.5-75mm [T2.3], and the 11:1 [24-175mm T2.8] zoom sat on the B-camera. I also used ‘The Hubble,’ Panavision’s 3:1 [135-420mm T2.8] zoom. We always tried for two cameras and often used three. Two cameras shot different sizes from a similar angle, while the third was hidden somewhere [or] placed on the ground with the 14.5mm, getting a wide shot.”

Principal photography for Maleficent began in mid-2012 at the Pinewood Studios facilities located west of London. The action for the film occurs mainly in two worlds: the morally murky land of the humans, which is dominated by the cool tones and deep, rich shadows in the castle of King Stefan (Sharlto Copley), and the Moors, the colorful, sparkling forest home of the fairies, pixies and other fantastical creatures. Sets for the huge, looming castle were built on several of the soundstages, while much of the Moors was filmed on an exterior set on the Pinewood “back paddock,” as Semler calls it.

In order to realize the intricate level of detail required in both the practical sets and CG environments, the production brought aboard two production designers: Gary Freeman, who has a practical set-building background, and Dylan Cole, whose forte is digital design. This pairing made perfect sense to Semler. “Gary and Dylan worked almost as one person,” he says. “The giant castle interiors, such as the Great Hall, almost burst out of the stages and were resplendent with detail. Stone walls, staircases, windows, polished floors — everything was such a pleasure to light. And the digital creations were equally stunning.